Regulation 24 - General obligations of the merchant banker. - Securities And Exchange Board of India(Substantial Acquisition of Shares And Takeovers) Regulations, 1997

General obligations of the merchant banker. 24. (1) Before the public announcement of offer is made, the merchant banker shall ensure that- (a) the acquirer is able to implement the offer; (b) the provision relating to escrow account referred to in regulation 28 has been made; (c) firm arrangements for funds and money for payment through verifiable means to fulfil the obligations under the offer are in place; (d) the public announcement of offer is made in terms of the regulations; 1 [(e) his shareholding, if any in the target company is disclosed in the public announcement and the letter of offer.] (2) The merchant banker shall furnish to the Board a due diligence certificate which shall accompany the draft letter of offer. (3) The merchant banker shall ensure that the 2 [***] public announcement and the letter of offer is filed with the Board, target company and also sent to all the stock exchanges on which the shares of the target company are listed in accordance with the regulations. (4) The merchant banker shall ensure that the contents of the public announcement of offer as well as the letter of offer are true, fair and adequate and based on reliable sources, quoting the source wherever necessary. (5) The merchant banker shall ensure compliance of the regulations and any other laws or rules as may be applicable in this regard. 3 [(5A) The merchant banker shall not deal in the shares of the target company during the period commencing from the date of his appointment in terms of regulation 13 till the expiry of the fifteen days from the date of closure of the offer.] (6) Upon fulfillment of all obligations by the acquirers under the regulations, the merchant banker shall cause the bank with whom the escrow amount has been deposited to release the balance amount to the acquirers. (7) The merchant banker shall send a final report to the Board within 45 days from the date of closure of the offer. ------------------------ Notes: 1. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2004, w.e.f. 3-9-2004. 2. The word draft omitted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. 3. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2004, w.e.f. 3-9-2004.